Nielsen Holdings relocating from the Netherlands to the United Kingdom
The current treatment that the company receives under the US-Netherlands tax treaty is conditioned upon shareholder residency requirements that may limit investment by investors outside of these countries.
Relocating the company's legal domicile is primarily intended to maintain the current treatment while eliminating these residency requirements, thus enabling Nielsen to attract a broader group of investors from around the world.
The change in its legal domicile is not expected to significantly alter Nielsen's worldwide effective corporate tax rate.
Mitch Barns, Nielsen's chief executive officer, stated: "Our board has reviewed the company's corporate domicile and agrees that re-incorporating in the U.K., where the company already has operations, is in the best long-term interest of the Company and its shareholders.
"We are a global company, and this change positions Nielsen well as we continue to attract sophisticated global investors, adhere to the highest corporate governance standards, and execute on our long-term growth strategy."
The proposed change in domicile is subject to approval from Nielsen's shareholders and the satisfaction of other customary conditions. It is contemplated that shareholder approval will be obtained at Nielsen's 2015 Annual Meeting of Shareholders.
Nielsen Holdings Limited, a newly formed, wholly-owned subsidiary of the Company, incorporated under English law, has filed a registration statement with the U.S. Securities and Exchange Commission (SEC) on Form S-4 which contains a preliminary proxy statement/prospectus relating to Nielsen's 2015 Annual Meeting of Shareholders.
Upon completion of the transaction, it is anticipated that Nielsen's shares will continue to be listed on the New York Stock Exchange (NYSE) under the symbol NLSN, the company's current trading symbol, and that Nielsen will remain subject to the reporting, disclosure and governance requirements of the NYSE and the SEC.
The company will be renamed Nielsen Holdings plc and is expected to continue to be part of the S&P 500. The transaction is anticipated to close in the third quarter of 2015. ■